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Dave & Buster's, Inc.
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The following is a press release dated March 17, 2003 in the form of a letter to
the shareholders of Dave & Buster's, Inc. (the "Company") from representatives
the Board of Directors of the Company, Mark Levy, Lead Director and Peter
Edison, Chairman of the Nominating and Corporate Governance Committee:
NEWS RELEASE
FOR IMMEDIATE RELEASE
For more information please contact:
Investor Relations 214.904.2288
DAVE & BUSTER'S DISCUSSES RECENT GOVERNANCE AND BUSINESS
INITIATIVES IN LETTER TO SHAREHOLDERS
DALLAS, March 17, 2003 - Dave & Buster's, Inc. (NYSE: DAB) today issued the
following letter to its shareholders:
Dear Dave & Buster's Shareholder:
We would like to update you on a number of recent governance and business
initiatives undertaken by your Board and management to enhance stewardship of
your investment and build value for the future.
First, as you know, public companies are subject to new laws regarding corporate
governance, including composition of the Board and Board committees. With this
in mind, last year we proactively undertook a thorough review of our governance
practices and procedures with the goal of not only meeting the requirements of
the new laws, but also enhancing our overall corporate governance policies. We
made this issue a top priority, and set it as an agenda item for our regularly
scheduled Board meeting on March 4, 2003. Our objective is to institute Board
changes in an orderly and constructive way.
As the initial outcome of that review process, at the March 4 Board meeting we
approved several important items. First, we formed a Nominating and Corporate
Governance Committee, which is comprised solely of independent directors and is
chaired by Peter Edison. Among the first responsibilities of this new Committee
will be to recruit new independent directors to join our Board. This committee
will also review and implement policies and procedures to assure the Company's
compliance with the new corporate governance requirements. Second, the Board
appointed an independent Lead Director to head executive sessions of the Board
and also serve as the primary liaison between management and the Board. Mark
Levy will serve in that role. These changes represent the first steps in a
concerted effort to enhance and strengthen Dave & Buster's governance practices.
At the same time, the Company's management is implementing strategies to examine
and streamline all aspects of Dave & Buster's operations. Management is moving
forward with a highly focused program of targeted marketing, disciplined cost
oversight, and careful cash management. Improving how the Company executes is
paramount, and management is intensely focused on efforts to improve
profitability and efficiency.
The Company is also re-directing marketing efforts to emphasize local store
public relations and marketing, targeting our core business - the local, repeat
business - while attracting new patrons to our stores. We are focusing on labor
and product costs and we are updating our amusement offerings, the heart of our
distinctive entertainment platform, by replacing older venues with new and
exciting models. In addition, throughout 2003 we will be introducing a whole
range of new and exciting programs intended to increase sales, including new
games, special value promotions, and enhanced marketing efforts. This is being
combined with a rigorous business plan well underway to control costs and invest
prudently in improving existing operations.
The Board and management believe that the Company can enhance value for
shareholders by focusing on the principles that have led to our 20 years of
success: offering guests great food and entertainment in a unique setting. While
the economic environment continues to be quite challenging, we believe that our
experience, resources, and outstanding teams of employees will allow us to
manage through this difficult economy, implement our strategies to enhance our
performance and emerge a stronger and more exciting enterprise, well positioned
for the future.
In the coming weeks and months you will be hearing more from us about our plans
on governance and other business matters. In the meantime, together with
management and on behalf of the entire Board of Directors, we want you to know
that, as always, we are focused on the future of Dave & Buster's and building
value for our shareholders.
Sincerely,
Mark Levy Peter Edison
Lead Director Chair, Nominating and Governance Committee
ABOUT DAVE & BUSTER'S
Celebrating over 20 years of operations, Dave & Buster's was founded in 1982 and
is one of the country's leading upscale, restaurant/entertainment concepts, with
32 Dave & Buster's locations throughout the United States. Additionally, Dave &
Buster's has international agreements for the Pacific Rim, Canada, the Middle
East and Mexico.
FORWARD-LOOKING STATEMENTS
Certain information contained in this press release includes forward-looking
statements. Forward-looking statements include statements regarding our
expectations, beliefs, intentions, plans, projections, objectives, goals,
strategies, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. These statements
may be identified, without limitation, by the use of
forward looking terminology such as "may", "will", "anticipates", "expects",
"projects", "believes", "intends", "should" or comparable terms or the negative
thereof. All forward-looking statements included in this press release are based
on information available to us on the date hereof. Such statements speak only as
of the date hereof. These statements involve risks and uncertainties that could
cause actual results to differ materially from those described in the
statements. These risks and uncertainties include, but are not limited to, the
following: our ability to open new high-volume restaurant/entertainment
complexes; our ability to raise and access sufficient capital in the future;
changes in consumer preferences, general economic conditions or consumer
discretionary spending; potential fluctuation in our quarterly operating results
due to seasonality and other factors; the continued service of key management
personnel; our ability to attract, motivate and retain qualified personnel; the
impact of federal, state or local government regulations relating to our
personnel or the sale of food or alcoholic beverages; the impact of litigation;
the effect of competition in our industry; additional costs associated with
compliance with the Sarbanes-Oxley Act and related regulations and requirements;
and other risk factors described from time to time in our reports filed with the
SEC.
In connection with its annual meeting, Dave & Buster's, Inc. intends to file
with the Securities and Exchange Commission (the "SEC") a proxy statement. A
copy of the proxy statement filed with the SEC and notice of meeting will be
mailed to the shareholders of Dave & Buster's. Investors and shareholders of
Dave & Buster's are urged to read the proxy statement when it becomes available
because it will contain important information. When they become available, the
proxy statement and any other documents filed with the SEC by Dave & Buster's,
may be obtained free of charge at the SEC's web site at www.sec.gov. In
addition, investors and shareholders also may obtain free copies of the proxy
statement and any other documents filed with the SEC by Dave & Buster's by
contacting Dave & Buster's Investor Relations, 2481 Manana Drive, Dallas, Texas
75220, (214) 904-2288, and on the Company's website at www.daveandbusters.com.
Dave & Buster's and its executive officers, directors and nominees for the board
of directors may be deemed to be participants in the solicitation of proxies
from stockholders of Dave & Buster's in favor of the proposals to be presented
by Dave & Buster's at the annual meeting. Investors and security holders may
obtain additional information regarding the interests of such participants by
reading the proxy statement when it becomes available.
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